1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
September 26, 1996
American Phoenix Group, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-26110 13-3768554
(STATE OR OTHER JURISDICTION OF (Commission (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) File Number) IDENTIFICATION NUMBER)
5 Park Plaza, Suite 1260, Irvine, CA 92714
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (714) 224-2525
Kushi Macrobiotics Corp., Three Stamford Landing,
Stamford, CT 06902
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On September 26, 1996 (the "Effective Date"), Kushi Macrobiotics Corp.,
a Delaware corporation ("Kushi"), completed the merger (the "Merger") with
American Phoenix Group, Inc., a Nevada corporation ("APG"), and adopted that
company's name (the combined entity after the name change is herein referred to
as the "Registrant"). APG is an international holding company which seeks
acquisitions that, in the opinion of its management, are likely to yield
enhanced shareholder value and long term growth.
Under the terms of the Merger, each share of APG Common Stock was
converted into .4267 shares of Kushi Common Stock. Therefore, the shareholders
of APG received shares of Common Stock of Registrant ("Common Stock")
representing approximately 85% of the shares outstanding upon completion of the
Merger. As a result of the Merger, APG's largest shareholder, Rubywell Pty.
Ltd., a corporation organized under the laws of Australia ("Rubywell"), became
the owner of approximately 28.40% of the issued and outstanding Common Stock.
Rubywell is controlled by Messrs. Peter Benjamin and Charles E. Miller. As of
the Effective Date, Registrant had an aggregate of 16,251,465 shares issued and
outstanding.
In addition, on the Effective Date, three of the four directors
resigned from Registrant's Board of Directors. The resulting vacancies were
filled by designees of APG.
The Merger had been approved by the Boards of Directors and by the
written consent in lieu of a meeting by a majority of the shareholders of Kushi
and APG entitled to vote on the Merger.
See Item 2 for additional disclosures.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On the Effective Date Kushi completed the Merger with American APG, and
adopted that company's name. Under the terms of the Merger, each share of APG
Common Stock was converted into .4267 shares of Kushi Common Stock. Further,
under the terms of the Merger, warrants and options to purchase and notes and
debentures convertible into shares of Common Stock prior to the Merger remain
outstanding.
In connection with the Merger, immediately prior to the completion of
the Merger on the Effective Date, Kushi transferred and assigned substantially
all of its assets and certain of its liabilities relating to its natural food
business to Kushi Natural Foods Corp., a newly formed Delaware
2
3
corporation ("KNF"). In addition, Kushi declared a dividend consisting of a
distribution to each stockholder of Kushi of three shares of KNF Common Stock
that had previously been issued to Kushi as well as a warrant to purchase one
share of Common Stock at $3.75 per share until August 10, 2000.
See Item 1 for additional disclosures.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements*
AMERICAN PHOENIX GROUP, INC. AND SUBSIDIARIES
Report of Independent Auditors
Consolidated Balance Sheets at August 31, 1994 and 1995
and May 31, 1996 (Unaudited)
Consolidated Statements of Operations for the years ended
August 31, 1994 and 1995 and nine months ended May 31, 1995
and 1996 (Unaudited)
Consolidated Statement of Shareholders' Equity (Deficiency for
the years ended August 31, 1994 and 1995 and nine months ended
May 31, 1996 (Unaudited)
Consolidated Statements of Cash Flows for the years ended
August 31, 1994 and 1995 and nine months ended May 31, 1995
and 1996 (Unaudited)
Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information*
Consolidated Statement of Operations Data
Consolidated Balance Sheet Data
Statement of Shareholders' Equity
(c) Exhibits
(1) Amended and Restated Agreement and Plan of Merger by
and among Kushi Macrobiotics Corp., American Phoenix
Group, Inc. and Kushi Natural Foods Corp. dated August
12, 1996
3
4
-----------------
* Pursuant to Rule 12b-23 promulgated under the Securities Exchange Act
of 1934, as amended, this information is incorporated herein by reference to the
Registration Statement on Form S-4/Joint Information Statement declared
effective on September 3, 1996 (File No. 333-10755).
4
5
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: October 7, 1996
AMERICAN PHOENIX GROUP, INC.
By: /s/ Daniel A. France,
-------------------------------
Chief Financial Officer
5